0000929638-22-001655 Sample Contracts

among TOYOTA AUTO RECEIVABLES 2022-D OWNER TRUST, as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary Dated as of November 8, 2022
Toyota Auto Receivables 2022-D Owner Trust • November 3rd, 2022 • Asset-backed securities • New York

INDENTURE, dated as of November 8, 2022, between TOYOTA AUTO RECEIVABLES 2022-D OWNER TRUST, a Delaware statutory trust (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity (the “Indenture Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as securities intermediary (the “Securities Intermediary”).

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FORM OF AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • November 3rd, 2022 • Toyota Auto Receivables 2022-D Owner Trust • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 8, 2022, by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement dated as of July 19, 2021 (the “Original Trust Agreement”), by and between TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as depositor and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • November 3rd, 2022 • Toyota Auto Receivables 2022-D Owner Trust • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of November 8, 2022 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2022-D OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as administrator (the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

FORM OF RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 3rd, 2022 • Toyota Auto Receivables 2022-D Owner Trust • Asset-backed securities • New York

RECEIVABLES PURCHASE AGREEMENT, dated as of November 8, 2022, between TOYOTA MOTOR CREDIT CORPORATION, a California corporation, as seller (the “Seller”), and TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).

FORM OF SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • November 3rd, 2022 • Toyota Auto Receivables 2022-D Owner Trust • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of November 8, 2022, among TOYOTA AUTO RECEIVABLES 2022-D OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA AUTO FINANCE RECEIVABLES LLC, a Delaware limited liability company (“TAFR LLC” or the “Seller”), and TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC,” the “Sponsor” or the “Servicer”).

FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT among TOYOTA AUTO RECEIVABLES 2022-D OWNER TRUST, as Issuer, TOYOTA MOTOR CREDIT CORPORATION, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated...
Asset Representations Review Agreement • November 3rd, 2022 • Toyota Auto Receivables 2022-D Owner Trust • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of November 8, 2022 (this “Agreement”), among TOYOTA AUTO RECEIVABLES 2022-D OWNER TRUST, a Delaware statutory trust (the “Issuer”), TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), as servicer (in such capacity, the “Servicer”) and administrator (in such capacity, the “Administrator”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 2022-D Owner Trust Reserve Account)
Control Agreement • November 3rd, 2022 • Toyota Auto Receivables 2022-D Owner Trust • Asset-backed securities • New York

This Securities Account Control Agreement (the “Agreement”) is dated as of November 8, 2022 and entered into between Toyota Auto Finance Receivables LLC (the “Pledgor”), a Delaware limited liability company, U.S. Bank Trust Company, National Association, in its capacity as Indenture Trustee on behalf of the holders of the Notes referred to below (in such capacity, the “Indenture Trustee,” also referred to herein as the “Secured Party”) under the Indenture (the “Indenture”), dated as of November 8, 2022, among Toyota Auto Receivables 2022-D Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the “Issuer”), the Indenture Trustee and U.S. Bank National Association, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of November 8, 2022, between the Issuer, Toyota Auto Finance Receivabl

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